San Diego, CA (Sports Network) - The 35th annual Holiday Bowl will kick off at Qualcomm Stadium in San Diego on Thursday, Dec. 27, as the Baylor Bears and the UCLA Bruins square off for the very first time.

Baylor's season got off to a flying start with wins in each of its first three games, but from there it went into a tailspin with a four-game losing streak. The Bears were able to right the ship down the stretch to become bowl-eligible by winning four of their last five games. In that span, they beat Kansas (41-14), Texas Tech (52-45) and Oklahoma State (41-34), but the highlight of the campaign was undoubtedly a 52-24 victory over Kansas State, which spoiled the then-No. 1 team in the country's chance at playing for the national championship.

"I'm extremely proud of our team for getting us into a bowl game," head coach Art Briles said, "especially a bowl with the national reputation that the Holiday Bowl has earned through the years with all of the great games played there."

Under first-year head coach Jim Mora, UCLA put together an impressive 9-4 season, with signature wins over Nebraska (36-30) and crosstown rival USC (38-28). It was the Bruins' best regular-season finish since going 9-2 in 2005. Although they lost to Stanford on Nov. 24 (35-17), they still finished first in the Pac-12 South and earned a rematch with the Cardinal in the conference championship game only to fall, 27-24.

"We have accomplished some good things this season, and are looking forward to playing one last time together as a team," said Mora.

The majority of Baylor's success this season came thanks to a high-flying offense, which ranked fifth in the FBS in scoring (44.1 ppg) and first in yardage (578.8 ypg).

Running the show under center is Nick Florence, who stepped in for 2011 Heisman Trophy winner Robert Griffin III quite admirably. Not only was he dynamic in the passing attack (.612 completion percentage, 4,121 yards, 31 TDs), but he also added 531 rushing yards and nine more scores on the ground. His 387.7 total yards of offense per game was the most in the country.

Helping Florence along the way was one of the nation's best receivers in Terrance Williams, who was named a unanimous AP All-American. His 1,764 receiving yards led the FBS and was a school record, and his 95 receptions and 12 touchdowns are both second-most in single-season program history. Tevin Reese (889 yards, eight TDs) and Lanear Sampson (639 yards, 6 TDs) are also great assets to the receiving corps.

The Bears are a productive running team, averaging 5.1 ypc on 530 attempts. Lache Seastrunk had just 115 carries on the season but he turned them into 874 yards and 6 touchdowns, and Glasco Martin (791 yards) had a nose for the end zone with 12 scores. All the runners benefit from having Cyril Richardson to run behind at guard, as he was also named an All-American.

As good as the offense was this year, the defense did very little to help Baylor's cause, as the unit allowed more than 513 ypg and 38.2 ppg. Despite the team's poor numbers, junior cornerback Ahmad Dixon is eager to prove that the defense is much better than its numbers would have you believe.

"If you just watch the Big 12, it's almost always a high-scoring game, (but) it's always close," Dixon said. "A lot of people think we don't play defense in the Big 12, so we want to show the nation that we play good defense in the Big 12 and that you have to be a good offense to put up the number that we put up over here."

Bryce Hager was the team's defensive catalyst with 115 total tackles and eight tackles for loss. Eddie Lacy is a multi-faceted performer at linebacker, recording 99 stops, eight tackles for loss, six QB hurries and four interceptions. As a team, Baylor logged 18 interceptions, but only had 13 sacks.

While it may not have the fire-power that Baylor possesses on offense, UCLA put together an impressive season itself, scoring 35.1 ppg while racking up 474.5 ypg.

The Bruins are led by one of the nation's best running backs in senior Johnathan Franklin, who piled up more than 2,000 yards of total offense (1,700 rushing, 319 receiving) with 15 touchdowns. With 4,369 yards in four seasons, he is UCLA's all-time leading rusher.

Also putting having an outstanding year was redshirt freshman Brett Hundley, who completed more than 68 percent of his passes for 3,411 yards with 26 touchdowns against 11 interceptions. He is also a threat with his legs, adding 365 yards and 9 rushing touchdowns.

Shaquelle Evans (53 receptions, 795 yards, 2 TDs) was Hundley's primary target in the receiving game, but in the red zone it was Joseph Fauria (578 yards) who cashed in, as 11 of his 41 receptions went for scores.

In a conference filled with impressive offenses, the UCLA defensive unit played surprisingly well, holding foes to less than 26 ppg while forcing 29 turnovers.

Anthony Barr is one of the best pass-rushers in the country, racking up 20.5 tackles for loss and 13.5 sacks to go along with four forced fumbles. Eric Kendricks (137 tackles) is one of the most active linebackers in the country, and Datone Jones (17.5 TFL, six sacks) and Andrew Abbott (four INTs) also had fantastic seasons.